SecProbe.io

CORRESP
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filename1.htm

Christopher Trueax

Associate

+1.215.963.5608

christopher.trueax@morganlewis.com

April 8, 2024

FILED AS EDGAR CORRESPONDENCE

Soo Im-Tang, Esq.

Jeffrey Long

U.S. Securities and
Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: The Advisors’
Inner Circle Fund II 485(a) Filing (File Nos. 033-50718 and 811-07102)

Dear Ms. Im-Tang and
Mr. Long:

On behalf of our client, The Advisors’ Inner
Circle Fund II (the “Trust”), this letter responds to the comments you provided on behalf of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) via telephone, regarding the Trust’s post-effective amendment
no. 294, under the Securities Act of 1933, as amended (the “1933 Act”), and amendment no. 298, under the Investment Company
Act of 1940, as amended (the “1940 Act”), to its registration statement filed with the SEC pursuant to Rule 485(a) under the
1933 Act (the “Amendment”) with respect to the Vontobel International Equity Fund (the “Fund”). Below, we have
briefly summarized your comments and questions, followed by our responses. Please note that for organizational purposes, we have divided
certain of your numbered comments that contain more than one comment into subdivisions (e.g., “(a),” “(b),”
“(c),” etc.). Where indicated, certain of the responses are based on information provided by Vontobel Asset Management, Inc.
(the “Adviser”) for the specific purpose of responding to the Staff’s comments. Capitalized terms not defined herein
should be given the meaning provided in the Amendment.

Prospectus
Comments

Cover Page

 1. Comment.	Please add to the cover page of the
Prospectus the date of the Prospectus and the ticker symbol for each share class of the Fund.

Response.	The
Trust confirms that the date of the Prospectus will be added to the Prospectus cover page along with the following ticker symbols:

A Shares: VNIAX

Institutional Shares: VNIIX

Y Shares: VNIYX

Fund Fees and Expenses

 2. Comment.	The Fund’s Statement of Additional
Information (“SAI”) discloses that the Fund may invest in shares of other investment companies. Please confirm supplementally
that no acquired fund fees and expenses (“AFFE”) as contemplated by Form N-1A are expected for the Fund’s first fiscal
period. Otherwise, please include a separate line item for AFFE in the “Annual Fund Operating Expenses” table in accordance
with Form N-1A.

    1

    Soo Im-Tang, Esq.

Jeffrey Long

April 8, 2024

Page 2

Response.	There
is not expected to be any acquired fund fees and expenses for the Fund for its first fiscal period, as contemplated by Form N-1A.
Accordingly, no changes have been made in response to this Comment.

 3. Comment.	In the second footnote to the “Annual
Fund Operating Expenses” table, please identify the expiration date for the Fund’s contractual expense limit.

Response.	The
footnote has been revised to disclose that the initial term of the Fund’s expense limitation agreement expires on April 30, 2026.

Principal Investment Strategies

 4. Comment. 	Please state supplementally whether
the term “emerging markets” in the first paragraph is defined the same as “emerging markets” in the second paragraph.
If not, please define “emerging markets” as used in the first paragraph.

Response.	The
term is defined the same as “emerging markets” in the second paragraph.

 5. Comment. 	In the last paragraph, please disclose:
(i) whether the Adviser applies the criteria it uses with respect to environmental, social or governance (“ESG”) factors
for every investment the Fund makes or to only some of the Fund’s investments; and (ii) whether the Fund could invest in a company
that scores poorly on ESG factors if the company scores strongly on other non-ESG factors.

Response. The Fund
has revised the disclosure to add the following sentences to this part of the prospectus:

The Adviser takes ESG considerations into
account as part of a qualitative framework for assessing potential risks for every investment the fund makes. It is possible that the
Fund could invest in a company with less than favorable ESG factors if the company’s overall assessment is favorable taking into
consideration both ESG and non-ESG factors.

Principal Risks

 6. Comment. 	With reference to “Sustainability
Risk,” please supplementally explain the term “international norms” and revise the disclosure to clarify such meaning.

Response. 	The
Fund has revised its principal investment strategies section to include an explanation of the kinds of international norms referenced
by the relevant phrase. As disclosed in the revised Prospectus, these international norms include norms:

such as the UN Global Compact, UN Guiding
Principles on Business and Human Rights, OECD (Organization for Economic Cooperation and Development) Guidelines on Multinational Enterprises,
the principles and rights set out in the eight fundamental conventions identified in the Declaration of the International Labor Organization
(ILO) on Fundamental Principles and Rights at Work, and the International Bill of Human Rights.

    Soo Im-Tang, Esq.

Jeffrey Long

April 8, 2024

Page 3

Performance Information

 7. Comment. 	Please explain supplementally whether
the Trust will file an N-14 in connection with the reorganization (the “Reorganization”) of the Fund’s predecessor
fund (the “Predecessor Fund”) into the Fund, and if not, why not.

Response.	For the reasons discussed below, the Trust does not believe that the shares to be issued in connection with the Reorganization
(“Reorganization Shares”) are required to be registered on Form N-14. As relevant to this question, General Instruction
A to Form N-14 states that the Form should be used to register securities issued in, among other transactions, a transaction of the
type specified in Rule 145(a) under the 1933 Act. However, the preliminary note to Rule 145 under the 1933 Act expressly provides
that transactions for which statutory exemptions, including those contained in Section 4(a)(2) of the 1933 Act, are otherwise
available are not affected by Rule 145. The Trust believes that, to the extent that the issuance of the Reorganization Shares in
connection with the Reorganization is deemed an offer and sale of securities for purposes of Rule 145, the Reorganization Shares are
exempt from the registration requirements of the 1933 Act by virtue of Section 4(a)(2) thereof.

Specifically, the Trust believes
that there was no “public offering” of the Reorganization Shares because the Predecessor Fund is an accredited investor and
the offering of the Reorganization Shares was made without general solicitation or advertising. Although the SEC has viewed the filing
of a registration statement as a general solicitation of investors, the SEC has stated that the determination as to whether the filing
of a registration statement should be considered to be a general solicitation or general advertising that would affect the availability
of the Section 4(a)(2) exemption for a concurrent unregistered offering should be based on a consideration of whether the investors in
the unregistered offering were solicited by the registration statement or through some other means that would otherwise not foreclose
the availability of the Section 4(a)(2) exemption.1 The Trust believes that the filing of the Amendment does not impact the
availability of the Section 4(a)(2) exemption with respect to the private offering of the Reorganization Shares to the Predecessor Fund
because (i) the Predecessor Fund’s participation in the Reorganization was directly solicited by the Adviser, as the investment
adviser of the Predecessor Fund and an agent of the Fund, outside of the Fund’s public offering effort, and (ii) the Amendment was
not used to solicit any shareholder of the Predecessor Fund due to the fact that, in accordance with the terms of its governing documents
and applicable state law, the Predecessor Fund is not seeking shareholder consent or approval of the Reorganization.

 8. Comment. 	Please clarify supplementally whether
the Fund and its Predecessor Fund share the same name.

Response.	The
Fund and its Predecessor Fund each share the name Vontobel International Equity Fund. Each fund is a series of a separate trust.

 1 See Revisions of Limited Offering Exemptions in Regulation D, Release
No. 33-8828 (Aug. 3, 2007) at note 477.

    Soo Im-Tang, Esq.

Jeffrey Long

April 8, 2024

Page 4

 9. Comment. 	With reference to the last sentence of the first paragraph, please confirm
supplementally that the adjustment to the Predecessor Fund’s performance was based on gross expenses (not after waivers).

Response.	The
Trust first notes that the historical performance record of the Predecessor Fund is being included in the Prospectus in reliance on the
no-action letter issued to MassMutual Institutional Funds (pub. avail. Sept. 28, 1995) (the “MassMutual Letter”).
The Trust respectfully disagrees that the MassMutual Letter requires the Trust to reflect the gross, rather than net, expenses of the
Fund’s share classes in the historical performance of the Predecessor Fund for the following reasons:

 · The MassMutual Letter expressly contemplates
reflecting net mutual fund expenses in predecessor account performance: “ [T]he Trust’s initial prospectus contained historical
investment performance for the [predecessor accounts] (adjusted to reflect anticipated expenses, net of management fee waivers) for each
Class of each Fund. . . . It is proposed that the Trust calculate the performance for each Class of each Fund for periods commencing prior
to the transfer of the [predecessor account] assets by including the corresponding [predecessor account’s] total return adjusted
to reflect the deduction of fees and expenses in the Fee Table of the Trust’s initial prospectus which was effective October 3,
1994.”

 · The earliest publicly available prospectus for
the registrant to which the MassMutual Letter was issued2 discloses that the registrant reflected the mutual funds’
net expenses in the predecessor accounts’ performance: “[t]he Trust calculates the performance for each Class of each Fund
for periods commencing prior to the transfer of the [predecessor account] assets to the Funds by including the corresponding [predecessor
account's] total return adjusted to reflect the deduction of fees and expenses applicable to each Class as stated in the Fee Table of
the Trust's initial prospectus which was effective October 3, 1994 (i.e. adjusted to reflect anticipated expenses, net of management fee
waivers).”

 · The MassMutual Letter provides that predecessor
account performance is to be calculated in accordance with Form N-1A. Pursuant to Item 26(b) of Form N-1A, average annual total returns
are calculated assuming the deduction of a fund’s actual expenses which, in the present circumstances, are the Fund’s net
expenses.

In short, the MassMutual Letter
expressly provides that mutual fund expenses reflected in predecessor fund performance should be net of waivers, and the registrant to
which the MassMutual Letter was issued took that approach based on the MassMutual Letter.

 2 Post-Effective Amendment No. 2 to MassMutual Institutional Funds’ Registration Statement on Form N-1A at page 24 (filed on April
26, 1996), available on EDGAR at https://www.sec.gov/Archives/edgar/data/916053/0000950109-96-002383.txt.

    Soo Im-Tang, Esq.

Jeffrey Long

April 8, 2024

Page 5

The Trust notes that the Amendment
included performance of the Predecessor Fund adjusted to reflect the net expenses of each share class of the Fund shown in the fee table.
During the time since the Amendment was filed, the Trust has determined that reflecting the net expenses of Institutional Shares in the
Predecessor Fund’s performance would cause the performance to be higher than if such expenses were not so reflected. Therefore,
the Trust will include in the final Prospectus updated calendar year and average annual total returns for Institutional Shares that do
not reflect the Institutional Shares’ net expenses. The performance for Institutional Shares to be shown in the final Prospectus
therefore will be lower than the corresponding performance shown in the Amendment. The performance for A Shares and C Shares included
in the Amendment will not change in the final Prospectus because reflecting the net expenses of those classes on the Predecessor Fund’s
returns results in lower performance than not doing so.

 10. Comment.	Please supplementally confirm the
following with respect to the Predecessor Fund:

(i). Describe the background of the Predecessor Fund, including when and why the Predecessor Fund was created.

Response.	Vontobel
International Equity Fund, the Predecessor Fund, was established as a series of Vontobel Investment Trust, a Delaware statutory trust,
on February 26, 2007, and commenced operations in October, 2007. The Predecessor Fund relies on the exclusion from investment company
registration provided by Section 3(c)(7) of the 1940 Act. The Predecessor Fund was created to offer investors long-term investment opportunities
to achieve capital appreciation. The Predecessor Fund was not created solely for purposes of establishing a track record.

(ii).	State that the adviser
for the Series was the adviser for the Predecessor Fund for the entire performance period shown.

Response. 	The
Adviser confirms that the Adviser managed the Predecessor Fund for the entire performance period shown in the Prospectus.

(iii).	Please discuss whether:
(a) the Adviser managed any other accounts that were materially equivalent to the Fund; and (b) any such other accounts were converted
to a registered investment company under the 1940 Act, and if not, please explain why.

Response. (a) With
respect to each Fund, the Adviser manages accounts other than the Predecessor Fund that are materially equivalent to the Fund. Such other
accounts generally are: separately managed accounts, the owners of which are not inclined to become shareholders of a pooled investment
vehicle; unaffiliated third-party funds that the Adviser managed in a sub-advisory capacity only; collective investment trusts formed
to be investment options in retirements plans; or  pooled vehicles formed under the laws of a jurisdiction other than the United States
designed for investment by non-U.S. investors. (b) The Adviser has not chosen to convert any of these other accounts to a registered investment
company because converting them to a mutual fund form would not serve a business purpose for the Adviser and likely would be a more expensive
option, including in applicable retirement plans.

(iv).	Please state whether
the Adviser believes the Predecessor Fund could have complied with Subchapter M of the Internal Revenue Code.

    Soo Im-Tang, Esq.

Jeffrey Long

April 8, 2024

Page 6

Response.	The
Adviser believes the Predecessor Fund could have complied with the diversification requirements of Subchapter M of the Internal Revenue
Code.

(v).	(a) Please discuss whether
the Predecessor Fund made any investment strategy changes within a one-year period prior to the initial filing of the Fund’s registration
statement on January 26, 2024 (the “Relevant Period”) and whether such changes were made in anticipation of the Predecessor
Fund’s conversion to a registered investment company. (b) Please discuss any variation in the level of assets (e.g., via redemptions,
transfers of assets to another person or fund, or cash infusions) of the Predecessor Fund within the Relevant Period. (c) If any investors
in the Predecessor Fund redeemed out of the Predecessor Fund during the Relevant Period, please discuss whether any such investors were
able to invest in an account or fund with investment strategies substantially similar to those of the Predecessor Fund.

Response.
(a) The Adviser confirms that the Predecessor Fund did not make any investment strategy changes during the Relevant Period. (b) The
Advi